We investigated the incidence and prevalence of retinopathy in a sample of 981 middle-aged ARIC study participants who were selected to participate in the third and fourth ARIC study examinations and who had retinal photographs of the same eye taken at both study visits. The prevalence of retinopathy was 7.7%, with 3.8% of people developing signs of retinopathy in the three year interval between exams. Although the rate of retinopathy was found to be higher among diabetics (40 of 147), a comparable number of cases occurred in non-diabetic individuals (36 of 834). Factors found to increase risk of retinopathy include higher levels of blood pressure, fasting serum glucose, total cholesterol, and plasma fibrinogen. For more information about the study, including the full list of investigators and participating institutions and resulting publications, see http://www.cscc.unc.edu/carmri/ Data analysis of phenotype and genotype data is on-going. Findings from this study are being merged with those from other aging and cardiovascular cohorts to allow for increased power to detect genetic signals of disease.